On The Validity Determination And Assumption Of Liability Of The Nominee Shareholding Agreement Of A Listed Company

The nominee shareholding agreement of listed companies is a product of capital market innovation,and its emergence has not only attracted the attention of academic circles,but also triggered a series of judicial practice problems.In recent years,there have been many disputes surrounding the nominee shareholding agreements of listed companies,such as the determination of validity,assumption of responsibility,ownership of equity involved in the case,and distribution of value-added benefits.Because the determination of validity will inevitably affect the ownership of equity,the distribution of value-added benefits,and the responsibility of the specific parties involved in the subsequent case.Therefore,the determination of the validity of the nominee shareholding agreement of a listed company is a prerequisite for resolving subsequent disputes.At present,administrative supervision firmly believes that the nominee shareholding agreement of listed companies is a minefield,and any market entity should abide by the industry rules of "clear equity" and earnestly perform information disclosure obligations.However,there are legal loopholes in the determination of the validity of the nominee shareholding agreement of listed companies.Under such circumstances,the judicial attitude towards the determination of the validity of the shareholding agreement of listed companies is particularly critical,which is not only related to the reasonable expectations and reasonable trust of market entities,the legitimate interests of the majority of unspecified investors,but also related to the independence of the judiciary and the connection and interaction between judicial and administrative supervision.With the theme of "On the Determination of the Validity and Assumption of Liability of the Nominee Shareholding Agreement of a Listed Company",this article takes the equity transfer dispute between Lu and Chen as an example to try to analyze the focus of the dispute: 1.Whether the Four-Party Agreement involved in the case is valid;2.Whether the parties in this case should bear legal responsibility.By combining the legal provisions and the theoretical views of relevant academic circles,it is concluded that: 1.The Quadripartite Agreement violates the public order of the securities market and violates the principles of public order and good customs,and should be deemed invalid;2.In this case,both Lu and Chen were at fault for the invalidity of the Quadripartite Agreement,and both should bear legal responsibility;Shen and Company M,as guarantors,are at fault for the invalidity of the main contract "FourParty Agreement" and should also bear legal responsibility.In addition,this paper further compares and analyzes the legal basis and specific reasons for invalidity in the cases related to the invalidity of the nominee shareholding agreement of a listed company.Finally,this paper puts forward some thoughts and suggestions for the determination of the validity of the nominee shareholding agreement of listed companies.It is believed that it is necessary to establish judicial adjudication rules for determining the validity of nominee shareholding agreements of listed companies,and at the same time,China needs to fill the legislative gap for determining the validity of nominee shareholding agreements of listed companies as soon as possible,establish the basic principles for determining the validity of nominee shareholding agreements of listed companies,and distinguish between avoidable nominee shareholding agreements of listed companies and non-evasive nominee shareholding agreements.